Effective Date: September 5, 2026
These Terms of Service (“Terms”) are an agreement between Search2o, Inc., a Virginia corporation (“Search2o,” “we,” “us,” or “our”), and the business or organization accessing or using the Services (“Customer,” “you,” or “your”).
These Terms govern Customer’s access to and use of Search2o’s cloud services, APIs, websites where these Terms are posted, documentation, AI-assisted features, and related services (collectively, the “Services”).
By clicking to accept these Terms, creating an account, or accessing or using the Services after having an opportunity to review these Terms, you agree to these Terms on behalf of Customer.
If Customer and Search2o enter into a separate written agreement governing the Services, that agreement controls to the extent of any conflict with these Terms.
1. Business Use and Authority
The Services are offered for use by businesses and organizations, not for personal, family, or household purposes.
The individual accepting these Terms represents that the individual:
(a) is at least 18 years old;
(b) is authorized to act on behalf of Customer; and
(c) has authority to bind Customer to these Terms.
If you do not have authority to bind Customer, you may not accept these Terms or use the Services on Customer’s behalf.
Search2o is a United States company and operates the Services from the United States. Search2o does not represent that the Services are appropriate or available for use in any particular jurisdiction outside the United States.
If you access or use the Services from outside the United States, you are responsible for determining whether your access to and use of the Services complies with laws applicable to you.
2. Services
Search2o provides a platform for creating, operating, searching for, and executing AI agents and related functionality.
The Services may include cloud-based search, indexing, state management, reporting, agent development and management, documentation assistance, AI-assisted agent drafting, APIs, integrations, and other functionality provided by Search2o.
Certain software, including the Search2o Agent Server, may be distributed under a separate software license. That license governs the copying, installation, modification, distribution, and use of the separately licensed software. These Terms do not grant rights to such software except as expressly provided in its applicable license.
3. Accounts and Authorized Users
Customer is responsible for use of its account by its employees, contractors, administrators, developers, end users, and other persons Customer authorizes to use the Services (“Authorized Users”).
Customer is responsible for:
(a) protecting account credentials, license keys, API credentials, and other authentication information;
(b) assigning appropriate permissions;
(c) disabling access that is no longer authorized; and
(d) promptly notifying Search2o of known or suspected unauthorized access.
Customer is responsible for activity conducted using credentials issued to or controlled by Customer.
4. Free, Evaluation, Beta, and Paid Services
Search2o may offer free, evaluation, beta, preview, experimental, or paid Services.
Beta, preview, and experimental Services may contain errors and may be changed, limited, suspended, or discontinued. Search2o does not promise that such functionality will become generally available.
Search2o may establish or change limits applicable to free, evaluation, beta, preview, or experimental Services, including limits on indexing, executions, searches, AI-assisted requests, storage, traffic, users, agents, or API calls.
Search2o may modify or terminate free, evaluation, beta, preview, or experimental access at any time for any lawful reason, subject to any notice required by applicable law.
No service-level, availability, or support commitment applies unless expressly agreed by Search2o in writing.
5. Fees and Billing
Fees for paid Services are those displayed by Search2o, stated in an applicable order, or otherwise agreed between Search2o and Customer.
Unless otherwise stated, fees are in U.S. dollars and paid Services are billed monthly in arrears.
Customer must pay invoices according to the payment terms stated on the applicable invoice or order. Payments are non-refundable except where required by law or expressly agreed by Search2o in writing.
Customer is responsible for applicable taxes, duties, levies, and governmental assessments other than taxes imposed on Search2o’s net income.
Search2o may change pricing by providing at least one month’s notice before the new pricing takes effect.
Search2o may suspend or disable the Services for overdue amounts. Suspension does not eliminate Customer’s obligation to pay amounts already incurred.
Termination or suspension of the Services does not relieve Customer of fees or other amounts incurred before the effective date of termination or suspension.
6. Customer Content and Service Data
“Customer Content” means data, queries, conversations, agent definitions, prompts, documents, files, instructions, configuration information, outputs, and other content submitted to, stored in, transmitted through, or generated through Customer’s use of the Services.
As between Search2o and Customer, Customer retains all right, title, and interest it has in Customer Content. Search2o does not claim ownership of Customer Content merely because it is processed through the Services.
Customer grants Search2o a non-exclusive, worldwide, royalty-free right to host, store, reproduce, transmit, process, and otherwise use Customer Content as reasonably necessary to provide, operate, secure, maintain, troubleshoot, support, and improve the Services.
Customer represents and warrants that it has all rights, permissions, notices, and consents necessary for Search2o and its service providers to process Customer Content as contemplated by these Terms.
“Service Data” means technical, operational, usage, diagnostic, billing, and performance information generated by the operation or use of the Services, such as event timestamps, feature usage, execution counts, resource consumption, error codes, latency, and system-performance metrics. Service Data does not include the substantive contents of Customer queries, conversations, documents, agents, or other Customer Content.
Search2o owns and may use Service Data to operate, secure, analyze, support, improve, and administer the Services and its business.
For clarity, Section 7 governs use of Customer Content in connection with artificial intelligence models.
7. AI Providers and AI-Assisted Features
Search2o may use third-party artificial intelligence providers selected by Search2o to provide portions of the Services.
Information may be transmitted to those providers as reasonably necessary to perform the applicable function. Their handling of that information is subject to the terms and arrangements applicable to Search2o’s use of their services.
Search2o may add, remove, or change third-party AI providers without amending these Terms.
Search2o does not use Customer Content to train general-purpose artificial intelligence models operated by Search2o.
Search2o may use AI to provide features such as answering questions about Search2o documentation and assisting with the drafting of agents.
AI-generated answers, comments, explanations, drafts, and other content may be incomplete, inaccurate, or incorrect. Customer is responsible for reviewing and, where appropriate, testing AI-assisted output before relying on or deploying it.
Additional information concerning Search2o’s handling of information is provided in the Search2o Privacy Policy.
8. Customer Agents
Customer, not Search2o, is responsible for agents Customer creates, configures, operates, distributes, or uses through or in connection with Search2o.
This responsibility includes:
(a) agent definitions, logic, code, prompts, and instructions;
(b) permissions, credentials, and secrets;
(c) data accessed by agents;
(d) APIs, databases, tools, software, and external systems accessed by agents;
(e) actions performed by agents;
(f) outputs produced by agents;
(g) decisions made or actions taken based on agent outputs;
(h) testing agents before deployment;
(i) determining when human review or approval is appropriate; and
(j) compliance with applicable law, contractual obligations, and third-party rights.
Search2o does not determine the purposes for which Customer deploys its agents and does not supervise or approve Customer’s agents.
If Customer uses agents in medical, legal, financial, employment, safety-critical, regulated, or other consequential activities, Customer is solely responsible for determining whether the use is lawful and appropriate and for implementing appropriate testing, supervision, safeguards, and human review.
9. External Systems
Agents may communicate with systems operated by Customer or third parties, including APIs, databases, software, services, websites, and networks.
Customer is responsible for determining whether it is authorized to access and use those systems and for complying with applicable laws, agreements, security requirements, and third-party terms.
Search2o is not responsible for the operation, availability, security, content, actions, or charges of external systems or for losses resulting from Customer’s configuration or use of them.
10. Acceptable Use
Customer and its Authorized Users may not:
(a) violate applicable law or another person’s rights;
(b) gain or attempt to gain unauthorized access to any account, data, system, service, or network;
(c) create, transmit, introduce, or facilitate malware or other harmful code;
(d) attack, disrupt, damage, degrade, or interfere with Search2o or third-party systems;
(e) circumvent or attempt to circumvent authentication, security measures, usage limits, metering, billing controls, licensing, or access restrictions;
(f) use the Services for spam or unsolicited bulk communications;
(g) scrape, crawl, harvest, or systematically extract information from the Services except through functionality expressly provided for that purpose;
(h) reverse engineer or attempt to derive the non-public implementation of the Search2o cloud service, except to the extent such a restriction is prohibited by applicable law;
(i) conduct penetration testing, vulnerability testing, load testing, stress testing, or similar testing against Search2o systems without Search2o’s prior written authorization;
(j) generate unreasonable, excessive, artificial, or abusive machine-generated traffic;
(k) use the Services in a manner materially exceeding intended usage or applicable limits;
(l) use the Services or Search2o’s non-public technology or information to build, provide, support, or operate a service that competes with Search2o; or
(m) assist another person in doing any of the foregoing.
Legitimate automation through APIs and functionality designed for automated operation is permitted.
Customer is responsible for Search2o’s reasonable direct costs and losses resulting from Customer’s unauthorized security testing, load or stress testing, attacks, or unreasonable machine-generated traffic, including reasonable infrastructure, mitigation, investigation, and incident-response costs.
11. Intellectual Property
Search2o and its licensors retain all right, title, and interest in and to the Services and Search2o technology, including software, cloud services, APIs, frameworks, architecture, algorithms, search technology, documentation, user interfaces, trademarks, inventions, patents, patent rights, trade secrets, and other intellectual property and proprietary rights.
Customer receives only the rights expressly granted by these Terms or an applicable separate license.
Except as expressly granted, no patent, copyright, trademark, trade-secret, or other intellectual-property license or right is granted by implication, estoppel, or otherwise.
As between Search2o and Customer, Customer retains its rights in agents and agent material created by or for Customer, subject to Search2o’s rights in Search2o technology and other material incorporated into or used with those agents.
Search2o does not acquire ownership of an agent merely because the agent is stored, indexed, searched, executed, or otherwise used through the Services.
Customer may publish, license, transfer, or sell Customer-owned agents, subject to applicable law, third-party rights, these Terms, and applicable Search2o software licenses.
Unless Search2o expressly agrees otherwise, Search2o is not a party to transactions involving Customer’s sale, licensing, transfer, or distribution of agents.
12. Feedback
If Customer or an Authorized User provides ideas, suggestions, recommendations, enhancement requests, or other feedback concerning Search2o or the Services (“Feedback”), Customer grants Search2o a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, commercialize, incorporate, and otherwise exploit the Feedback for any purpose without restriction or obligation.
Feedback does not include Customer Content merely because Search2o receives or processes it.
13. Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.
Customer Content is Customer’s Confidential Information. Non-public information concerning the Services, Search2o technology, security, confidential pricing, and product plans is Search2o’s Confidential Information.
Each party will:
(a) use the other party’s Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms;
(b) protect the other party’s Confidential Information using at least reasonable care; and
(c) disclose it only to personnel, contractors, professional advisers, and service providers who need access for purposes consistent with these Terms and are subject to appropriate confidentiality obligations.
Confidential Information does not include information that the receiving party can demonstrate:
(a) was lawfully known to it without restriction before disclosure;
(b) becomes publicly available without breach of these Terms;
(c) is lawfully received from another source without a duty of confidentiality; or
(d) is independently developed without use of the other party’s Confidential Information.
A party may disclose Confidential Information to the extent required by law or legal process. Where legally permitted, the receiving party will provide reasonable notice and disclose only the information legally required.
14. Privacy and Security
Search2o’s processing of personal information is described in the Search2o Privacy Policy.
Customer is responsible for determining whether its use of the Services and its submission, collection, storage, transmission, and other processing of Customer Content through the Services complies with laws applicable to Customer, including applicable privacy, data-protection, employment, communications, and sector-specific laws.
Customer is responsible for providing notices, obtaining consents or other permissions, and satisfying other requirements applicable to Customer’s collection and use of Customer Content.
If Customer makes the Services or Customer’s agents available to its own users, employees, customers, or other individuals, Customer is responsible for determining and satisfying the legal requirements applicable to that use.
Search2o may maintain technical and organizational measures designed to protect the Services and Customer Content. No method of storage, transmission, or processing can be guaranteed to be completely secure.
Customer remains responsible for appropriately configuring its agents, credentials, permissions, integrations, external systems, and Authorized User access.
If Search2o and Customer enter into a separate data processing agreement, that agreement governs the processing covered by it to the extent of any conflict with these Terms.
15. Availability, Changes, and Support
Unless Search2o expressly agrees otherwise in writing, Search2o provides no uptime, availability, response-time, recovery-time, support-time, or other service-level commitment.
Search2o may maintain, update, modify, add, replace, limit, or remove functionality and may change the manner in which the Services are provided.
Search2o does not guarantee that any particular feature, functionality, integration, provider, model, implementation, or version will remain available.
Support, if provided, may be described on the Search2o website, in applicable documentation, or in a separate written agreement. No such description creates a service-level commitment unless expressly identified as such by Search2o.
Any binding service-level commitment must be expressly agreed by Search2o in writing.
16. Refusal, Removal, and Suspension of Service
Search2o reserves the right, in its discretion and subject to applicable law, to refuse to provide the Services to any person or organization.
Search2o may immediately suspend, restrict, limit, or disable Customer’s access to some or all of the Services where Search2o reasonably determines that doing so is appropriate, including because of:
(a) nonpayment;
(b) an actual or suspected security threat;
(c) an actual or suspected violation of these Terms;
(d) unlawful, fraudulent, or abusive activity;
(e) excessive, unreasonable, or harmful traffic;
(f) risk of harm or liability to Search2o or a third party;
(g) a legal or governmental requirement; or
(h) a need to protect the integrity, security, or operation of the Services.
Search2o may remove or disable access to Customer Content where Search2o reasonably believes the content violates applicable law, these Terms, or third-party rights, or where removal is reasonably necessary to protect the Services or third parties.
Search2o may also suspend free, evaluation, beta, preview, or experimental Services at any time for any lawful reason.
Nothing in these Terms permits Search2o to refuse or restrict service for a reason prohibited by applicable law.
Where Search2o determines that immediate action is necessary, Search2o is not required to provide advance notice or an opportunity to cure.
17. Termination and Data Retention
Customer may terminate its use of the Services at any time.
Search2o may terminate free, evaluation, beta, preview, or experimental Services at any time for any lawful reason, subject to any notice required by applicable law.
Search2o may terminate paid Services for any lawful reason upon reasonable notice to Customer.
Search2o may terminate paid Services immediately, to the extent permitted by applicable law, for nonpayment, material breach of these Terms, unlawful or abusive activity, a material security risk, unreasonable or harmful traffic, legal or governmental requirements, or circumstances in which continued service could reasonably expose Search2o, its systems, its customers, or third parties to harm or liability.
Termination does not eliminate payment obligations incurred before termination.
Customer is responsible for exporting Customer Content it wishes to retain, including through available Search2o APIs. Where advance notice of termination is provided, Customer should export Customer Content during the notice period.
Search2o has no obligation to provide post-termination access except as required by applicable law or a separate written agreement. To the extent applicable law requires Search2o following termination to deliver or make available information owned by Customer, Search2o will use the efforts required by applicable law to do so.
Search2o will delete Customer Content from active production systems within four months after termination, except to the extent longer retention is required or reasonably necessary for legal, security, fraud-prevention, accounting, tax, billing, dispute-resolution, or compliance purposes.
Deleted information may remain for additional periods in backups, logs, snapshots, disaster-recovery systems, archives, and similar systems until those copies expire or are overwritten in accordance with Search2o’s normal retention processes.
Provisions that by their nature should survive termination will survive, including provisions concerning payment, ownership, confidentiality, intellectual property, Feedback, indemnification, disclaimers, limitations of liability, time limits for claims, and dispute resolution.
18. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, FREE SERVICES, EVALUATION SERVICES, BETA SERVICES, AI-ASSISTED FEATURES, DOCUMENTATION, SEARCH RESULTS, GENERATED CONTENT, AND RELATED MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO THEIR SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH CUSTOMER.
SEARCH2O DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, AND ERROR-FREE OPERATION.
THERE IS NO WARRANTY THAT THE SERVICES, INFORMATION, SEARCH2O’S EFFORTS, OR ANY SYSTEM WILL FULFILL CUSTOMER’S PARTICULAR PURPOSES OR NEEDS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SERVICES OR INFORMATION OR AGAINST INFRINGEMENT OR MISAPPROPRIATION.
SEARCH2O DOES NOT WARRANT THAT:
(a) THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;
(b) DATA WILL NEVER BE LOST;
(c) ANY AGENT WILL OPERATE AS INTENDED;
(d) AI-GENERATED INFORMATION WILL BE ACCURATE OR COMPLETE;
(e) SEARCH RESULTS WILL ALWAYS IDENTIFY THE CORRECT RESULT;
(f) GENERATED MATERIAL WILL BE SUITABLE FOR PRODUCTION USE; OR
(g) THE SERVICES WILL MEET CUSTOMER’S PARTICULAR TECHNICAL, BUSINESS, LEGAL, OR REGULATORY REQUIREMENTS.
CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VERIFYING OUTPUTS AND FOR DETERMINING WHAT TESTING, HUMAN REVIEW, APPROVAL, REDUNDANCY, OR OTHER SAFEGUARDS ARE APPROPRIATE.
NO INFORMATION OR ADVICE PROVIDED BY SEARCH2O CREATES A WARRANTY EXCEPT TO THE EXTENT EXPRESSLY STATED IN A SEPARATE WRITTEN AGREEMENT EXECUTED BY SEARCH2O.
19. Indemnification
Customer will defend, indemnify, and hold harmless Search2o, its affiliates, and their respective officers, directors, employees, contractors, and agents from third-party claims and resulting liabilities, damages, judgments, settlements, penalties, costs, and reasonable attorneys’ fees arising out of or relating to:
(a) Customer Content;
(b) Customer’s agents, including their outputs or actions;
(c) claims by Customer’s Authorized Users, end users, customers, or other persons arising from Customer’s deployment or use of its agents;
(d) Customer’s access to or use of third-party or external systems;
(e) Customer’s violation of applicable law, these Terms, contractual obligations, or third-party rights; or
(f) Customer’s unauthorized security testing, load testing, stress testing, attacks, or unreasonable machine-generated traffic.
Search2o will provide reasonable notice of an indemnified claim and reasonable cooperation at Customer’s expense.
Customer may not settle a claim in a manner that admits wrongdoing by Search2o, imposes liability or obligations on Search2o, or restricts Search2o’s operations without Search2o’s prior written consent.
Search2o may participate in the defense of an indemnified claim with counsel of its choice at its own expense.
20. Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING LIMITATION ON CUSTOMER’S LIABILITY DOES NOT APPLY TO:
(a) CUSTOMER’S PAYMENT OR INDEMNIFICATION OBLIGATIONS;
(b) INFRINGEMENT OR MISAPPROPRIATION OF SEARCH2O’S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS;
(c) CUSTOMER’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 13;
(d) UNAUTHORIZED SECURITY TESTING, LOAD TESTING, STRESS TESTING, ATTACKS, OR UNREASONABLE MACHINE-GENERATED TRAFFIC; OR
(e) FRAUD OR INTENTIONAL MISCONDUCT.
21. Limitation of Search2o Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) FOR PAID SERVICES, SEARCH2O’S TOTAL AGGREGATE MONETARY LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; AND
(b) FREE, EVALUATION, BETA, PREVIEW, AND EXPERIMENTAL SERVICES PROVIDED WITHOUT CHARGE ARE USED AT CUSTOMER’S SOLE RISK. CUSTOMER ASSUMES ALL RISK ARISING FROM ITS ACCESS TO AND USE OF THOSE SERVICES, AND SEARCH2O WILL HAVE NO MONETARY LIABILITY ARISING OUT OF OR RELATING TO THEM.
THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE INDEPENDENT OF EACH OTHER AND OF ANY OTHER REMEDY AND WILL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
22. Time Limit for Claims
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM OR ACTION BY CUSTOMER ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED, BY FILING A DEMAND FOR ARBITRATION OR, WHERE PERMITTED UNDER THESE TERMS, AN ACTION IN COURT, WITHIN ONE YEAR AFTER THE CLAIM OR RIGHT OF ACTION ACCRUES.
ANY CLAIM NOT COMMENCED WITHIN THAT PERIOD IS PERMANENTLY BARRED.
This Section does not apply where applicable law prohibits contractual modification of the applicable limitation period.
23. Governing Law
These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Commonwealth of Virginia, without regard to conflict-of-law principles.
The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions below.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
24. Arbitration
EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR THE RELATIONSHIP BETWEEN CUSTOMER AND SEARCH2O WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT.
Before commencing arbitration, the party asserting a claim will provide the other party written notice describing the dispute and the relief requested. The parties will attempt in good faith to resolve the dispute for at least 30 days after notice before commencing arbitration, unless immediate injunctive or equitable relief is reasonably necessary.
For a dispute involving a Customer whose principal place of business is in the United States, arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect when the arbitration begins.
For a dispute involving a Customer whose principal place of business is outside the United States, arbitration will be administered by the International Centre for Dispute Resolution (“ICDR”) under its International Arbitration Rules in effect when the arbitration begins.
Unless the parties agree otherwise:
(a) there will be one arbitrator;
(b) proceedings will be conducted in English;
(c) the legal seat of arbitration will be the City of Falls Church, Virginia; and
(d) hearings may be conducted remotely.
The arbitrator may award any remedy available to an individual party in court, subject to the limitations contained in these Terms.
The arbitration and materials exchanged in the arbitration will be treated as confidential except to the extent disclosure is required by law or reasonably necessary to enforce or challenge an arbitration award.
Judgment on an arbitration award may be entered in any court having jurisdiction.
Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in a court of competent jurisdiction when reasonably necessary to protect intellectual property, confidential information, credentials, security, systems, or networks.
Either party may also seek judicial enforcement of the arbitration agreement or an arbitration award.
25. Class-Action and Jury Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMER AND SEARCH2O AGREE THAT EACH MAY ASSERT CLAIMS AGAINST THE OTHER ONLY IN ITS OWN CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR MEMBER OF A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE PROCEEDING.
The arbitrator may not consolidate claims of multiple customers or preside over a class, collective, mass, or representative proceeding without the written consent of both Customer and Search2o.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL FOR ANY DISPUTE THAT IS PERMITTED TO PROCEED IN COURT.
For proceedings permitted in court, the parties consent to exclusive jurisdiction and venue in the applicable Virginia state courts having jurisdiction over the City of Falls Church or the United States District Court for the Eastern District of Virginia.
26. Compliance with Laws
Customer must use the Services in compliance with laws and regulations applicable to Customer and Customer’s use of the Services.
Customer is responsible for determining the legal requirements applicable to its Customer Content, agents, external systems, Authorized Users, end users, and use of the Services, including requirements arising from the jurisdictions in which Customer or its users are located or operate.
Customer must comply with applicable export-control, economic-sanctions, and trade laws and represents that it and its use of the Services are not prohibited by such laws.
Search2o’s provision of the Services does not constitute a representation that the Services satisfy legal or regulatory requirements applicable to Customer in any particular jurisdiction.
27. Changes to These Terms
Search2o may modify these Terms with respect to future use of the Services.
Search2o will provide reasonable notice of changes through the Services, by email, through Customer’s administrative interface, or by another reasonable electronic method.
For material changes affecting paid Services, Search2o will provide at least 30 days’ notice before the changes take effect.
Changes required by law or reasonably necessary to address security, abuse, or an immediate operational issue may take effect sooner.
Changes applicable solely to free, evaluation, beta, preview, or experimental Services may take effect upon notice unless applicable law requires a longer period.
Changes will apply prospectively from their effective date.
If Customer does not agree to revised Terms, Customer may terminate its use of the Services before the revised Terms become effective. Customer’s continued use of the Services after revised Terms become effective constitutes acceptance of the revised Terms.
28. Notices
Search2o will provide legal notices to Customer by email to Customer’s account contact email address, and may additionally provide notices through the Services, through Customer’s administrative interface, or by another reasonable electronic method.
Customer is responsible for maintaining a current account contact email address and other contact information.
Legal notices to Search2o must be sent by email to info@search2o.com with the subject line “Legal Notice.”
Search2o may designate another notice address on its website.
29. General Terms
Customer may not assign or transfer these Terms, whether by operation of law or otherwise, without Search2o’s prior written consent.
Search2o may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or transfer of all or substantially all of the business or assets associated with the Services.
Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, except that this provision does not excuse Customer’s obligation to pay amounts already incurred.
These Terms do not create a partnership, joint venture, employment, fiduciary, franchise, or agency relationship.
Failure to enforce a provision is not a waiver of that provision or any other provision.
If any provision is unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will remain effective.
There are no third-party beneficiaries to these Terms except persons expressly entitled to indemnification under these Terms.
Headings are for convenience only and do not affect interpretation.
These Terms, applicable Search2o software licenses, applicable orders, and other agreements expressly incorporated into these Terms constitute the agreement between Customer and Search2o concerning the matters they govern.
The Search2o Privacy Policy describes Search2o’s privacy practices and is not made a contractual warranty merely by being referenced in these Terms.
A negotiated order form, master services agreement, data processing agreement, service-level agreement, or other written agreement between Customer and Search2o controls over these Terms to the extent of a conflict.
No Customer purchase order or other Customer document modifies or supplements these Terms unless Search2o expressly agrees in writing.